Article 1 – General Provisions
1.1 Definitions
For the purposes of these General Terms and Conditions, the following definitions shall apply:
a) “Customer”: the legal or natural person who enters into or intends to enter into a legal relationship with the Supplier, including the party to whom the Supplier addresses any offer, quotation, advice, order confirmation, or delivery of Products and/or Services.
b) “Supplier”: the party applying these General Terms and Conditions in connection with the supply of Products and/or Services.
c) “Products”: all goods supplied or to be supplied by the Supplier, including but not limited to machinery, equipment, tools, hardware, software, capital goods, consumables, spare parts, and related documentation.
d) “Services”: all activities performed or to be performed by the Supplier, including, without limitation, development, installation, assembly, maintenance, servicing, training, and repairs.
e) “Terms and Conditions”: these General Terms and Conditions of Sale, Delivery, and Services.
1.2 Applicability
These Terms and Conditions shall apply to all offers, quotations, order confirmations, agreements, and any related legal acts of the Supplier concerning the supply of Products and/or Services, to the exclusion of any general terms and conditions of the Customer, unless otherwise expressly agreed in writing by the Supplier.
1.3 Deviations
Any deviations from these Terms and Conditions shall only be valid if explicitly agreed upon in writing by the Supplier. Such deviations shall not affect the validity and enforceability of the remaining provisions.
Article 2 – Formation of the Agreement
2.1 Non-binding offers
All offers, quotations, and advice issued by the Supplier are non-binding and may be withdrawn by the Supplier at any time prior to acceptance in writing by the Supplier.
2.2 Formation
A binding agreement shall only be deemed to have been concluded once the Supplier has confirmed the Customer’s order in writing or has commenced execution thereof, including but not limited to delivery of Products or commencement of Services.
2.3 Documentation not binding
All documents and data provided by the Supplier, including but not limited to drawings, specifications, descriptions, measurements, and weights, are provided solely for indicative purposes and shall not be binding unless expressly confirmed in writing.
2.4 Ownership of information
All documents, data, tools, models, and software provided by the Supplier shall remain the exclusive property of the Supplier, even if costs have been charged to the Customer. The Customer shall not reproduce, disclose, or share these with third parties without the Supplier’s prior written consent, except insofar as necessary for the execution of the agreement.
2.5 Customer’s obligation to provide information
The Customer shall provide all data, permits, consents, and other information required for the proper execution of the agreement in a timely and accurate manner. The Customer warrants that such information is complete, accurate, reliable, and does not infringe upon any third-party rights or applicable laws and regulations.
2.6 Personal data
If personal data is processed in connection with the execution of the agreement, the parties shall enter into a separate written agreement to ensure compliance with applicable data protection laws and regulations, which shall be annexed to the main agreement.
Article 3 – Prices
3.1 Pricing
Unless expressly agreed otherwise in writing, all prices shall be stated in Euros, exclusive of packaging, transportation, insurance, VAT, and any other governmental charges or levies, and are based on delivery Ex Works (Incoterms 2020).
3.2 Installation and assembly
Prices do not include costs for placement, installation, or assembly unless explicitly agreed otherwise in writing.
3.3 Price adjustments
The Supplier shall be entitled to adjust the prices if, after the conclusion of the agreement, cost-increasing factors arise, including but not limited to fluctuations in exchange rates, increases in wages, raw materials, transport costs, or government-imposed levies.
Article 4 – Payment Terms
4.1 Creditworthiness
The Supplier may, at its sole discretion, require proof of the Customer’s creditworthiness prior to accepting any order or commencing performance.
4.2 Security for payment
Upon the Supplier’s request, the Customer shall provide adequate security for the proper fulfillment of its payment obligations.
4.3 Payment deadline
Unless agreed otherwise in writing, payments must be made within thirty (30) days of the invoice date, without set-off or suspension. Products shall not be used, resold, or otherwise disposed of until full payment has been received.
4.4 Default
If payment is not made on time, the Customer shall be in default by operation of law and shall owe statutory commercial interest plus three percent (3%) per annum, as well as all reasonable costs of collection, both judicial and extrajudicial.
4.5 Advance payments
The Supplier may at any time demand full or partial advance payment prior to the execution of the agreement.
4.6 Disputes regarding invoices
Any complaints regarding invoices must be submitted in writing to the Supplier within fourteen (14) days of the invoice date. After this period, the Customer shall be deemed to have accepted the invoice as correct and undisputed.
4.7 Insolvency
In the event the Customer is declared bankrupt, applies for a moratorium, is liquidated, or otherwise ceases its activities, all amounts due by the Customer to the Supplier shall become immediately payable in full.
Article 5 – Delivery, Transfer of Risk, Transport, and Packaging
5.1 Delivery period
Delivery times provided by the Supplier are indicative only and shall not constitute binding deadlines.
5.2 Commencement of delivery period
The delivery period shall commence on the latest of the following dates:
a) the date on which the agreement is concluded;
b) the date on which the Supplier has received all information and documents required for execution of the agreement;
c) the date on which the Supplier has received any agreed advance payment.
5.3 Delay
A delay in delivery shall not entitle the Customer to terminate the agreement, suspend performance, or claim damages, unless the delay is caused by gross negligence or willful misconduct on the part of the Supplier.
5.4 Delivery terms
Unless otherwise agreed in writing, delivery shall take place Ex Works (Incoterms 2020).
5.5 Transfer of risk
The risk of loss or damage to the Products shall transfer to the Customer at the time of delivery, irrespective of whether installation or assembly by the Supplier is still pending.
5.6 Inspection
The Customer shall inspect the Products immediately upon receipt for visible defects and shall notify the Supplier in writing of any such defects without delay. Failure to do so shall be deemed acceptance of the Products.
5.7 Storage
If the Customer fails to take timely delivery of the Products, the Supplier may store the Products at the Customer’s expense and risk.
5.8 Partial deliveries
The Supplier shall be entitled to make partial deliveries and invoice such deliveries separately.
Article 6 – Retention of Title
All Products delivered shall remain the property of the Supplier until full payment of all amounts due by the Customer, including interest and costs, has been received.
Until such time, the Customer shall store the Products separately and shall adequately insure them against loss, damage, fire, and theft.
Article 7 – Suspension and Termination
The Supplier may, without prejudice to any other rights, suspend performance or terminate the agreement in whole or in part with immediate effect if:
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the Customer fails to meet any of its obligations under the agreement,
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the Customer is declared bankrupt, liquidated, or ceases its business,
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or in the event of any comparable situation indicating that the Customer is unable to fulfill its obligations.
Article 8 – Force Majeure
8.1 Definition
Force majeure shall include any circumstance beyond the Supplier’s reasonable control, including but not limited to war, natural disasters, pandemics, strikes, governmental restrictions, fire, flooding, labor shortages, and interruptions in the supply of materials or energy.
8.2 Right to terminate
If a force majeure situation continues for a period exceeding three (3) consecutive months, either party may terminate the agreement in writing without liability.
Article 9 – Intellectual Property Rights
All intellectual property rights relating to the Products, Services, and related materials shall remain vested in the Supplier or its licensors.
The Customer shall not reproduce, modify, or disclose any materials without the prior written consent of the Supplier.
Article 10 – Installation and Assembly
If the Supplier undertakes installation or assembly, such work shall be performed with due care and skill, provided that the Customer has met all conditions necessary for execution, including timely provision of facilities and information.
Article 11 – Software and Data
Any software supplied by the Supplier shall be licensed to the Customer on a non-exclusive, non-transferable basis solely for internal use, unless otherwise agreed in writing.
All data generated by the Products or related software shall remain the property of the Supplier.
Article 12 – Customer Obligations
The Customer shall:
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use the Products solely in accordance with the Supplier’s instructions and for their intended purpose;
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ensure that only adequately trained personnel operate the Products;
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not carry out maintenance or repairs itself or through third parties without the Supplier’s prior written consent;
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indemnify the Supplier against any third-party claims arising from improper or unlawful use of the Products.
Article 13 – Complaints
The Customer must notify the Supplier in writing of any visible defects immediately upon delivery and of any hidden defects within three (3) working days of their discovery.
Failure to comply shall void any right to claim under warranty.
Article 14 – Warranty
14.1 Warranty period
Unless otherwise agreed in writing, the Supplier warrants that the Products will be free from material defects for a period of twelve (12) months from the date of delivery.
14.2 Exclusions
The warranty shall be void if the Products have been misused, improperly installed, altered, or maintained by unauthorized parties.
Article 15 – Liability
The Supplier’s liability shall be strictly limited to fulfilling its warranty obligations.
Under no circumstances shall the Supplier be liable for indirect, incidental, or consequential damages, including but not limited to loss of profits, production downtime, or reputational harm.
The Supplier’s total liability shall never exceed the total contract value.
Article 16 – Services
Service agreements shall be deemed to be agreements of indefinite duration unless explicitly stated otherwise.
Each party may terminate such an agreement with three (3) months’ written notice, unless otherwise agreed.
Article 17 – Confidentiality
The Customer shall treat all information received from the Supplier as strictly confidential and shall not disclose it to any third party without the Supplier’s prior written consent, unless disclosure is required by law.
Article 18 – Governing Law and Jurisdiction
These Terms and Conditions and any agreement between the parties shall be governed exclusively by the laws of the Netherlands.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Any disputes arising shall be submitted to the competent court in the district where the Supplier has its registered office.